Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

[ ]

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On
June 9, 2017, Croe, Inc. (“Croe”, the “Company”, “we”, “our”, or “us”)
filed a Current Report on Form 8-K (the “Original Report”) to report the completion of a series of transactions
(collectively, the Transactions”) consummated on June 7, 2017, as a result of which (i) The Crypto Company, a Nevada corporation
(“Crypto”), became a wholly owned subsidiary of Croe; and (ii) all of the former shareholders of Crypto became shareholders
of Croe. The Transactions were treated as a reverse acquisition of Croe, and Crypto is treated as the acquirer, for financial
accounting and reporting purposes, while Croe is treated as the acquired entity. As of the effective date of the Transactions,
the acquired entity had no liabilities or obligations.

This Amendment No. 1 to
the Original Report is being filed solely to provide the audited financial statements,
and the pro forma financial information required by Item 9.01(a) and (b) of Form 8-K in connection with the transactions.

Item
9.01. Financial Statements and Exhibits.

(a)
Financial Statements of Business Acquired.

As
of the date of this filing, Crypto has not completed one full fiscal year since its inception on March 9, 2017. Audited financial
statements of Crypto as of June 7, 2017 and for the period from March 9, 2017 (inception) through June 7, 2017 are filed
as Exhibit 99.1 hereto and incorporated herein by reference.

(b)
Pro Forma Financial Information.

Our
unaudited pro forma condensed combined financial information of the Company, after giving effect to the transactions described
in the Original Report, is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

(d)
Exhibits.

Number

Exhibit

23.1

Consent of Hall & Company CPAs & Consultants, Inc.

99.1

Audited financial statements of The Crypto Company as of June 7, 2017 and for the period from March 9, 2017 (inception) through June 7, 2017

The
unaudited pro forma combined financial information is presented for informational purposes only. The pro forma data is
not necessarily indicative of what the Company’s financial position or results of operations actually would have been had
the Company completed the transactions as of the dates indicated. In addition, the unaudited pro forma combined financial information
does not purport to project the future financial position or operating results of the consolidated company.

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.